General Conditions and Terms of Sale and Delivery of BIOSUN GmbH

1. General/Contract conclusion
   1. Our general conditions and terms of sale and delivery are valid for all present and future transactions between us and our customers. We do not acknowledge such conditions of the customer that contradict or deviate from our conditions, unless we have expressly agreed to their validity in writing. All offers are always without engagement and subject to confirmation. Product statements made on advertising carriers are under reserve of technical and content changes.
   2. Purchase contracts first come into being by virtue of a written order confirmation or the acceptance of the dispatched goods by the customer.
2. Prices and conditions of payment
   1. The order shall be subject to the list prices at the point in time of order issue or order confirmation.
   2. Our prices are understood to be exclusive packaging and freight collect ex-works in Schwalbach, unless agreed otherwise in writing.
   3. Advance payment or letter of credit is agreed to apply in the case of orders from abroad.
   4. We do not assume any customs duty, fees and charges that may possibly be levied on a delivery abroad.
   5. Conditions of payment and rebates shall be bindingly specified in the respective invoice. A payment is not considered as having been made until Biosun GmbH can dispose of the amount. In the case of delayed payment, we are entitled to charge default interest of 5% over the then current official Federal Bank discount rate. Bills of exchange and checks are only accepted pursuant to agreement and on account of performance and are not considered as valid payment until they have been redeemed. Discount and collection charges are borne by the customer.
   6. If the customer does not accept the sold goods, then we are entitled at our discretion to either insist on acceptance or to demand 20% of the purchase price as a lump sum compensation for damages and expenses.
   7. If the customer is an entrepreneur or a legal person under public law, then the withholding of payments is not permitted, nor is netting, unless the customer’s counterclaims are lawfully determined or acknowledged by us.
3. Delivery period
   1. Stated delivery times presuppose prompt delivery to us by our suppliers and are therefore not binding. If an article should no longer be available, then we reserve the right to deliver a substitute equivalent in quality and price. Construction and form changes due to improved technology or legislative requirements may be undertaken without notice during the delivery period.
   2. In the case of measures within the context of labor disputes, unforeseeable hindrances, force majeure, affecting us or our suppliers and which have significant effects on the delivery period, the delivery period prolongs in correspondence with the duration of such measures or hindrances. We are equally not then answerable for such circumstances if they arise during an already existing delay.
4. Delivery, Forwarding, Passage of risk
   1. Partial deliveries are valid as self-contained deliveries with respect to payment obligations, passage of risk and warranty obligations.
   2. We may decide at our own discretion the mode of despatch, forwarding route and the firm entrusted with the forwarding, unless the customer gives explicit instructions.
   3. The risk passes to the customer as soon as the consignment with the delivery items is handed over to the customer by the forwarding agent. This applies irrespective of who bears the transport costs. In order to be able to assert claims against the seller, the buyer must immediately complain all obvious or any subsequently discovered transport damages to the forwarding agent or haulage contractor and then notify the seller.
5. Reservation of proprietary rights
   1. The products delivered by us remain our property until complete payment of possible claims from the business relationship with the customer. In the case of breach of contract by the customer, especially delay in payment, we are entitled after issuing a warning to demand back the item of purchase and obligate the customer to disgorge. The retrieval or the attachment of the conditional item does not constitute withdrawal from the contract, unless the provisions of the consumer credit law apply or we expressly declare the withdrawal in writing.
   2. The customer must notify us immediately in writing of attachments or of other intervention by third parties.
   3. The customer is entitled to resell and process the goods in the course of orderly business. Reselling and processing of our goods or products is permitted exclusively in our original packaging and with our proprietary registered trademark “Biosun”. The customer, however, herewith assigns to us to the final invoice amount all claims against his customers or third parties arising from the reselling / reprocessing. The customer is empowered to collect these claims after their assignment. Our right to collect the claims ourselves remains thereby unaffected; we obligate ourselves, however, not to collect the claim for as long as the customer properly fulfills his payment obligations and does not fall into arrears with payments. If this is the case, however, we can demand that the customer makes all statements necessary for collection, disgorges the thereto pertaining documents and notifies the assignment to his debtor.
6. Validity, Warranty, Exclusion of liability
   1. The statutory warranty period is 2 years and begins with handing over of the goods. All defects subject to the statutory warranty duty will be remedied during this period wholly free of charge.
   2. Obvious defects must be complained in writing immediately, but at the latest by 8 working days following delivery; all defect claims for this are otherwise excluded. In addition, sections 377, 387 German Commercial Code (HGB) shall apply in commercial business transactions. Otherwise, the statutory warranty periods shall apply.
   3. Insofar as a defect of the purchase item exists, then we are entitled at our discretion to either remedy the defect or to undertake replacement. The buyer must accord us the time and opportunity necessary to do this, otherwise we are released from our obligation to subsequent improvement.
   4. If we are not prepared to make replacement delivery or not in a position to do so or if the replacement delivery or defect remedy should fail at least once, then the customer is entitled at his discretion to either withdraw from the contract or to demand a reduction of the purchase price. In so doing, the purchase price shall be reduced in that ratio in which at the time of contract conclusion the value of the item in a condition free of defects would have stood to the real value.
   5. Entitlements of the buyer going above and beyond this, for whatever legal reason, are excluded. We are therefore not liable for damages that have not arisen directly in the delivery item; we are especially not liable for lost profits or other economic damages incurred by the buyer.
   6. The aforesaid liability restriction does not apply if the damage is due to willful conduct or gross negligence.
   7. Damage compensation claims against us or our vicarious agents for whatever legal reason (whether these be from consulting, positive breach of contract or tortious act) are excluded, equally for direct or indirect consequential damage, unless willful conduct or gross negligence on our part is proven or if liability is given due to the lack of assurance of characteristics.
   8. For the processing of warranty claims, please send the goods back to our company address. The consignment must be accompanied by a letter which lists the asserted defects.
7. Withdrawal and compensation for non-fulfilled orders
   1. We can withdraw from the contract if we gain knowledge of a cessation of payments, the opening of insolvency or court composition proceedings, the refusal of insolvency proceedings due to lack of assets, bill or check protests, or concrete indications of a worsening in the financial circumstances of the customer.
   2. If, for reasons for which the customer is answerable, we withdraw from the contract or the order is not carried out, then the customer must pay us a lump sum amounting to 20% of the purchase price in compensation for our expenses and lost profit. In the case of unusually high damages, we reserve the right to assert these.
8. Use of customer data
   1. We obligate ourselves to process all data concerning the business relationship with the customer exclusively pursuant to the Federal Data Protection Act.
9. Place of jurisdiction, Partial invalidity, Applicable law
   1. In business dealings with businesspeople who do not belong to the businesspeople described in section 4 German Commercial Code (HGB) and with legal persons under public law, the court of law competent for our principal domicile shall be appointed as the place of jurisdiction for all legal contentions arising from the contractual relationship. We are also entitled to bring suit at the customer’s domicile.
   2. In the event that individual provisions of the delivery contract and/or of these General Conditions and Terms of Business are invalid, then the remaining provisions shall remain valid. German law shall apply to cross-border deliveries under exclusion of the law governing international purchase of movable items if the customer has his company domicile outside Germany.